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<DESCRIPTION>HEADHUNTER.NET, INC.
<TEXT>
<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                 SCHEDULE 14D-9
                SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
            SECTION 14(D) (4) OF THE SECURITIES EXCHANGE ACT OF 1934

                              HEADHUNTER.NET, INC.
                            (Name of Subject Company)

                            -------------------------

                              HEADHUNTER.NET, INC.
                        (Name of Person Filing Statement)

                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                              (INCLUDING ASSOCIATED
                                     JUNIOR
                          PARTICIPATING PREFERRED STOCK
                                PURCHASE RIGHTS)
                        (Title of Classes of Securities)

                                   422077 10 7
                      (CUSIP Number of Class of Securities)

                               -------------------


                            ROBERT M. MONTGOMERY, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              HEADHUNTER.NET, INC.
                          333 RESEARCH COURT, SUITE 200
                             NORCROSS, GEORGIA 30092
                            TELEPHONE: (770) 349-2400
                            FACSIMILE: (770) 349-2401
           (Name, Address and Telephone Number of Person authorized to
                 Receive Notices and Communications on Behalf of
                          the Person Filing Statement)

                                 WITH A COPY TO:

                             J. VAUGHAN CURTIS, ESQ.
                                ALSTON & BIRD LLP
                               ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                             ATLANTA, GEORGIA 30309
                            TELEPHONE: (404) 881-7000
                            FACSIMILE: (404) 881-7777

[x]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.
<PAGE>   2

PRESS RELEASE

                CAREERBUILDER, KNIGHT RIDDER AND TRIBUNE COMPANY
                            TO ACQUIRE HEADHUNTER.NET

         CareerBuilder Significantly Increases Consumer Reach, Market Share;
Knight Ridder and Tribune to Launch New "CareerBuilder" Local Newspaper
Recruitment Sections

         Reston, Va., Friday, August 24, 2001 - CareerBuilder, Inc., Knight
Ridder (NYSE: KRI) and Tribune Company (NYSE: TRB) announced that they have
today entered into an agreement to acquire HeadHunter.NET, Inc. (NASDAQ: HHNT)
for $9.25 per share in cash, in a transaction valued at approximately $200
million. Knight Ridder and Tribune will each contribute half of the purchase
price.

         The transaction brings together two of the nation's leaders in local
and national online recruitment. CareerBuilder is the country's fastest-growing
Web-based recruitment resource, with more than 4 million unique visitors each
month. Headhunter's site attracts more than 2.5 million unique visitors. The
transaction will significantly increase CareerBuilder's consumer reach, market
share and employer customer base.

         Rob McGovern, chief executive officer of CareerBuilder, said, "The
CareerBuilder/Headhunter combination creates a formidable force that is
positioned to close the gap on Monster. This consolidation creates clearer
choices and better value for employers and consumers. It brings together the
best products and technology, leading expertise and top-notch services under a
single go-to source for online and print recruitment."

         Among CareerBuilder's advantages, McGovern said, are unmatched breadth,
precision targeting and tools to reach both active and passive jobseekers. "Now,
with Headhunter, we will reach well over 5 million consumers every month and
provide recruitment solutions to more than 25,000 companies. We will be able to
capitalize on Headhunter's strength as a leading national job board, and in
staffing agencies and health care. As a bonus, we acquire some of the best
online recruitment talent in the business."

         Joining in the acquisition announcement were Tony Ridder, Chairman and
CEO of Knight Ridder, and John Madigan, Chairman and CEO of Tribune. "Newspapers
have long been the first place people turn when looking for a job," Madigan
said, "and the acquisition of Headhunter will enable us to continue building our
share of the fastest-growing segment of that market - online recruitment
advertising - while maintaining our leadership position in print."
<PAGE>   3

         Tony Ridder added, "This is not just a merger and acquisition story. It
is about building a dominant brand in print and online . . . so that wherever a
jobseeker might be, at a desk, on a train, outside eating lunch, he has access
to CareerBuilder, and CareerBuilder is the service he thinks of first. Our goal
is to build a brand that is synonymous with building one's career."

Knight Ridder, Tribune to Launch New "CareerBuilder" Newspaper Recruitment
Advertising Sections

          To underscore the importance of providing recruitment solutions across
both online and print media, Ridder and Madigan said that in September, both
Knight Ridder and Tribune would begin branding their newspaper recruitment
sections as CareerBuilder help-wanted. The Chicago Tribune, Los Angeles Times,
Newsday, Philadelphia Inquirer, The Morning Call (Allentown, Pa.), The San Jose
Mercury News, The Miami Herald, The South Florida Sun Sentinel, The Kansas City
Star, and The Ft. Worth Star Telegraph will unveil these special CareerBuilder
print sections in their Sunday editions beginning September 30. Other Knight
Ridder and Tribune newspapers will follow on consecutive Sundays throughout
October.

         "We want to provide best of breed solutions for employers and
jobseekers taking full advantage of both online and print media," said Ridder.
"We have now brought together market leaders in print with the best of the
online recruitment sources."

COMBINATION CREATES LEADING ONLINE RECRUITMENT SALES FORCE

         "Like CareerBuilder, Headhunter has a high-energy, sales-driven culture
passionate about delivering great solutions for customers," said McGovern. "And
in a fast-growing online market, this relentless customer focus is critical."
CareerBuilder integrated the online sales forces of Knight Ridder and Tribune
with CareerBuilder's in-house sales group in early August. "We now have the
finest sales and service team to serve our employer and ad agency customers, bar
none."

         According to industry analysts, the recruitment advertising market will
total $8 billion in 2001; $7 billion generated in print and $1 billion online.

TERMS OF THE MERGER AGREEMENT

         Under the terms of the merger agreement, a newly formed subsidiary of
CareerBuilder's parent, Career Holdings, Inc., will make a tender offer for all
outstanding shares of Headhunter common stock, including the associated junior
participating preferred stock purchase right issued pursuant to Headhunter's
Shareholder Protection Rights Agreement, for $9.25 per share in cash, a
transaction value of approximately $200 million.

         The tender offer is expected to commence within seven business days of
this announcement, and will be followed by a second step merger in which shares
not tendered will be converted into the right to receive the same $9.25 per
share in cash.


                                     - 3 -
<PAGE>   4

CareerBuilder expects the merger to be completed in the fourth quarter of 2001
or the first quarter of 2002.

         The tender offer is conditioned on, among other things, the tender of
at least a majority of the outstanding stock of Headhunter. Holders of
approximately 27% of the outstanding shares of Headhunter have agreed to tender
their shares in the offer and to vote their shares in favor of the merger
agreement and against any other transaction, subject to the provisions of the
agreement. If less than 90 percent of Headhunter's common stock is purchased in
the tender, Headhunter shareholder approval of the merger will be required. The
transaction is subject to other customary conditions, including
Hart-Scott-Rodino clearance. The boards of directors of Career Holdings and
Headhunter unanimously approved the merger agreement.

         This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Headhunter. At the time the tender offer is
commenced, the acquiring company will file a Tender Offer Statement with the
Securities and Exchange Commission and Headhunter will file a
Solicitation/Recommendation Statement with respect to the offer. THE TENDER
OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER. The Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all
shareholders of Headhunter, at no expense to them. The Tender Offer Statement
(including the Offer to Purchase, the related Letter of Transmittal and all
other offer documents filed with the SEC) and the Solicitation/Recommendation
Statement will also be available for free at the SEC's Web site at www.sec.gov.

         This press release contains certain comments or forward-looking
statements that are based largely on current expectations and are subject to
certain risks, trends and uncertainties. Such comments and statements should be
understood in the context of the companies' publicly available reports filed
with the SEC, including the most current annual reports, 10-Ks and 10-Qs, which
contain discussions of various factors that may affect each company's business.
These factors could cause actual future performance to differ materially from
current expectations. Neither Tribune, KnightRidder nor Headhunter is
responsible for updating the information contained in this press release beyond
the published date, nor for changes made to this document by wire services or
Internet service providers.

ABOUT CAREERBUILDER, INC.

CareerBuilder, backed by Tribune Company and Knight Ridder, is the leading
provider of targeted Web recruiting. Through the CareerBuilder Network,
employers can post jobs to pinpoint exactly the right candidates by location,
industry or diversity. Job seekers can instantly search more than 70 of the
Internet's best career sites, in just a couple of clicks. CareerBuilder also
provides personalized career services and advice. The CareerBuilder Network is
the most powerful career network on the Web, including careerbuilder.com -


                                     - 4 -
<PAGE>   5

the flagship career center - and the career centers of premier destination sites
including MSN, Bloomberg.com, USA TODAY.com, iVillage.com and latimes.com,
Philly.com, chicagotribune.com and BayArea.com.

ABOUT HEADHUNTER.NET, INC.

Headhunter, a leading national online recruiting and job awareness network,
empowers candidates and corporations to manage the job search process. The site
features more than two million resumes and jobs representing 10,000 of the
nation's top employers across virtually every industry. Attracting more than
eight million job seeker visits a month, Headhunter distinguishes itself by
providing job seekers privacy when searching and applying for jobs, and allows
job seekers and job posters to manage and track the visibility and performance
of their listings. Headhunter is based in Atlanta, Georgia, with offices
nationwide.

ABOUT KNIGHT RIDDER, INC.

Knight Ridder is the nation's second-largest newspaper publisher, with products
in print and online. The company publishes 32 daily newspapers in 28 U.S.
markets, with a readership of 8.5 million daily and 12.6 million Sunday. Knight
Ridder also has investments in a variety of Internet and technology companies
and two newsprint companies. The company's Internet operation, Knight Ridder
Digital, creates and maintains a variety of online services, including Real
Cities (www.RealCities.com), a national network of city and regional destination
sites in 55 U.S. markets. Knight Ridder and Knight Ridder Digital are located in
San Jose, Calif.

ABOUT TRIBUNE COMPANY

Tribune is one of the country's premier media companies, operating businesses in
broadcasting, publishing and on the Internet. It reaches more than 80 percent of
U.S. households, and is the only media company with television stations,
newspapers and Web sites in the nation's top three markets.

WEBCAST: CareerBuilder, Knight Ridder and Tribune Company officials will hold a
conference call with analysts and investors beginning at 10 am CST, Friday,
August 24, 2001. The conference call will be accessible to the media and general
public via Internet Webcast and through a limited number of listen-only, dial-in
conference lines. To gain access to the call, dial 800/249-3584 at least 10
minutes prior to the scheduled 10 a.m. start. Replays of the conference call
will be available from August 24 through August 31. To hear the replay, dial
800/633-8284. The access code for the replay is 19604479.

The live Webcast will be accessible through www.tribune.com and through
StreetFusion at www.streetfusion.com. An archive of the Webcast will be
available August 24 through August 31.


                                     - 5 -
<PAGE>   6

MEDIA CONTACTS:                              INVESTOR CONTACTS:
Gary Weitman, Tribune Co.                    Ruthellyn Musil, Tribune Co
Gweitman@tribune.com                         rmusil@tribune.com
312/222-3394 (Office)                        312/222-3787
312/222-1573 (Fax)                           312/222-1573

Cynthia Funnell, Knight Ridder Digital       Polk Laffoon, Knight Ridder, Inc
cfunnell@knightridder.com                    plaffoon@knightridder.com
408/938-6076 (Office)                        408/938-7838 (Office)
408/938-6080 (Fax)                           408/938-7813 (Fax)

Barry Lawrence, CareerBuilder, Inc.          Craig Stamm, Headhunter.net
Barry.Lawrence@careerbuilder.com             craig.stamm@headhunter.net
703/259-5793 (Office)                        770/349-2480 (Office)
703/259-5785  (Fax)                          770/349-2931 (Fax)

Gil Fuqua, for Headhunter.net
gfuqua@corpcomminc.com
615/254-3376 (Office)


                                     - 6 -

</TEXT>
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